Usa Alabama

USA Statutes : alabama
Title : Title 10 CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS.
Chapter : Chapter 08 PARTNERSHIPS GENERALLY.
Section 10-8-1

Section 10-8-1
(Repealed effective January 1, 2001) Short title.

This chapter may be cited as the "Alabama Partnership Act."



(Acts 1971, No. 1513, p. 2609, §1.)Section 10-8-100

Section 10-8-100
(Repealed effective January 1, 2001) Right to contribution from copartners; exceptions.

Where the dissolution is caused by the act, death or bankruptcy of a partner, each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:

(1) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or

(2) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.



(Acts 1971, No. 1513, p. 2609, §34.)Section 10-8-101

Section 10-8-101
(Repealed effective January 1, 2001) Effect on partner's existing liability; discharge; deceased partners.

(a) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(b) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself, the partnership creditor and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(c) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time in payment of such obligations.

(d) The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner, but subject to the prior payment of his separate debts.



(Acts 1971, No. 1513, p. 2609, §36.)Section 10-8-102

Section 10-8-102
(Repealed effective January 1, 2001) Continuing business with new or different partners; liability of new and retiring partners; assignees and assignors.

(a) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns, his rights in partnership property to two or more of the partners, or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(b) When all but one partner retire and assign, or the representative of a deceased partner assigns, their rights in partnership property to the remaining partner who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

(c) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in subsections (a) and (b) of this section, with the consent of the retired partners or the representative of the deceased partner but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(d) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(e) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of subdivision (b) (2) of Section 10-8-97, either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(f) When a partner is expelled and the remaining partners continue the business, either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(g) The liability of a third person becoming a partner in the partnership continuing the business under this section to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(h) When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property.

(i) Nothing in this section shall be held to modify any right of creditors to set aside any assignment on the ground of fraud.

(j) The use by the person or partnership continuing the business of the partnership name or the name of a deceased partner as part thereof shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.



(Acts 1971, No. 1513, p. 2609, §41.)Section 10-8-103

Section 10-8-103
(Repealed effective January 1, 2001) Rights of retiring partners or estate of deceased partners.

When any partner retires or dies, and the business is continued under any of the conditions set forth in subsections (a), (b), (c), (e) and (f) of Section 10-8-102, or subdivision (b) (2) of Section 10-8-97, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative, as against such persons or partnership, may have the value of his interest at the date of dissolution ascertained and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership; provided, that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority of any claim arising under this section, as provided by subsection (h) of Section 10-8-102.



(Acts 1971, No. 1513, p. 2609, §42.)Section 10-8-2

Section 10-8-2
(Repealed effective January 1, 2001) Definitions.

For the purposes of this chapter, the following terms shall have the meanings respectively ascribed to them by this section:

(1) COURT. Every court and judge having jurisdiction in the case.

(2) BUSINESS. Every trade, occupation or profession.

(3) PERSON. Individuals, partnerships, corporations and other associations. "Person" also includes fiduciaries permitted to participate in partnerships pursuant to Sections 19-3-150 through 19-3-152.

(4) BANKRUPT. Such term includes bankrupt under the Federal Bankruptcy Act or insolvent under the State Insolvency Act.

(5) CONVEYANCE. Every assignment, lease, mortgage, deed of trust or other encumbrance.

(6) REAL PROPERTY. Land and any interest or estate in land.

(7) PARTNERSHIP. An association of two or more persons to carry on as co-owners a business for profit.



(Acts 1971, No. 1513, p. 2609, §2.)Section 10-8-20

Section 10-8-20
(Repealed effective January 1, 2001) Determination of whether partnership exists.

In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by Section 10-8-55, persons who are not partners as to each other are not partners as to third persons.

(2) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property.

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

a. As a debt by installments or otherwise;

b. As wages of an employee or rent to a landlord;

c. As an annuity to a widow or representative of a deceased partner;

d. As interest or other payment on a loan, though the amount of payment varies with the profits of the business; or

e. As the consideration for the sale of the goodwill of a business or other property by installments or otherwise.

(5) An express agreement among the partners, or between business associates, that a person, who would otherwise be deemed a partner under this chapter, will not be personally liable for partnership obligations is not, in itself, evidence that such person is not a partner; provided, that such agreement shall not be effective as against third parties unless such person is a limited partner under the laws of Alabama governing limited partnerships.



(Acts 1971, No. 1513, p. 2609, §7.)Section 10-8-21

Section 10-8-21
(Repealed effective January 1, 2001) Continuation after termination of term or undertaking.

(a) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(b) A continuation of the business by the partners or such of them as habitually acted therein during the term without any settlement or liquidation of the partnership affairs is prima facie evidence of a continuation of the partnership.



(Acts 1971, No. 1513, p. 2609, §23.)Section 10-8-3

Section 10-8-3
(Repealed effective January 1, 2001) "Knowledge" or "notice" of a fact.

(a) A person has "knowledge" of a fact within the meaning of this chapter not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances would lead such person, in the good faith exercise of due diligence, to actual knowledge of such facts.

(b) A person has "notice" of a fact within the meaning of this chapter when the person who claims the benefit of the notice:

(1) States the fact to such person; or

(2) Delivers through the mail, or by other means of communication, a written statement of the fact to such person, or to a proper person, at his place of business or residence.



(Acts 1971, No. 1513, p. 2609, §3.)Section 10-8-4

Section 10-8-4
(Repealed effective January 1, 2001) Rules for cases not provided for by chapter.

In any case not provided for in this chapter, the rules of law and equity shall govern.



(Acts 1971, No. 1513, p. 2609, §5.)Section 10-8-40

Section 10-8-40
(Repealed effective January 1, 2001) Nature of partner's interest in partnership.

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.



(Acts 1971, No. 1513, p. 2609, §26.)Section 10-8-41

Section 10-8-41
(Repealed effective January 1, 2001) Assignment of partner's interest; rights of assignees.

(a) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee upon notice other than through the assignor to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(b) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.



(Acts 1971, No. 1513, p. 2609, §27.)Section 10-8-42

Section 10-8-42
(Repealed effective January 1, 2001) Charging interest of debtor partner.

(a) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment or order or any other court may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits and of any other money or other assets due or to fall due to him in respect of the partnership and make all other orders, directions, accounts and inquiries which the debtor partner might have made or which the circumstances of the case may require.

(b) The interest charged may be redeemed at any time before foreclosure or, in case of a sale being directed by the court, may be purchased without thereby causing a dissolution:

(1) With separate property, by any one or more of the partners; or

(2) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

(c) Nothing in this chapter shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.



(Acts 1971, No. 1513, p. 2609, §28.)Section 10-8-43

Section 10-8-43
(Repealed effective January 1, 2001) Rights and duties of partners.

The rights and duties of the partners in relation to the partnership shall be determined, except as modified by any agreement between them, by the following rules:

(1) Each partner shall be repaid his contributions, whether by way of capital or advances to the partnership property, and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied, and he must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to his share in the profits.

(2) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by him in the ordinary and proper conduct of its business or for the preservation of its business or property.

(3) A partner, who in aid of the partnership makes any loan, payment or advance beyond the amount of capital which he agreed to contribute, shall be paid interest at the legal rate from the date of the loan, payment or advance.

(4) A partner shall receive interest at the legal rate on the capital contributed by him only from the date when repayment should be made.

(5) All partners have equal rights in the conduct of the partnership business and to participate in its management.

(6) No partner is entitled to remuneration for acting in the partnership business; except, that a surviving partner is entitled to reasonable compensation for his services in winding up the partnership affairs.

(7) No person can become a member of a partnership without the consent of all the partners.

(8) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.



(Acts 1971, No. 1513, p. 2609, §18.)Section 10-8-44

Section 10-8-44
(Repealed effective January 1, 2001) Rights where contract rescinded for fraud or misrepresentation.

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:

(1) To a lien on, or right of retention of, the remainder of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;

(2) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities; and

(3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.



(Acts 1971, No. 1513, p. 2609, §39.)Section 10-8-45

Section 10-8-45
(Repealed effective January 1, 2001) Keeping of partnership books; right to inspect same.

The partnership books shall be kept, except as otherwise provided by any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all reasonable times have access to and may inspect and copy any of them.



(Acts 1971, No. 1513, p. 2609, §19.)Section 10-8-46

Section 10-8-46
(Repealed effective January 1, 2001) Duty to render information.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.



(Acts 1971, No. 1513, p. 2609, §20.)Section 10-8-47

Section 10-8-47
(Repealed effective January 1, 2001) Right of partner to formal accounting.

Any partner shall have the right to a formal accounting as to partnership affairs:

(1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners;

(2) If the right exists under the terms of any agreement;

(3) As provided by Section 10-8-48; or

(4) Whenever other circumstances render it just and reasonable.



(Acts 1971, No. 1513, p. 2609, §22.)Section 10-8-48

Section 10-8-48
(Repealed effective January 1, 2001) Partner accountable as fiduciary.

(a) Every partner must account to the partnership for any benefit and hold as trustee for the partnership any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of the partnership property.

(b) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.



(Acts 1971, No. 1513, p. 2609, §21.)Section 10-8-49

Section 10-8-49
(Repealed effective January 1, 2001) Partners as agents of partnership.

(a) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partners, unless the partner so acting has in fact no authority to act for the partnership in the particular matter and the person with whom he is dealing has knowledge of the fact that he has no such authority.

(b) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by all the partners.

(c) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to do any act that would make impossible the continuance of the ordinary business of the partnership, including the disposition of the whole of the partnership property at once, assignment of the partnership property for benefit of creditors or disposition of the goodwill of the business.

(d) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.



(Acts 1971, No. 1513, p. 2609, §9.)Section 10-8-5

Section 10-8-5
(Repealed effective January 1, 2001) Certain associations not affected by chapter; applicability of chapter to limited partnerships.

(a) This chapter does not change the legal status in Alabama of the following associations:

(1) Any association existing in Alabama prior to January 1, 1972.

(2) Any association formed under the laws of any other state or foreign country, either prior or subsequent to January 1, 1972.

(b) This chapter shall apply to limited partnerships, except to the extent that statutes relating to such partnerships are inconsistent herewith.



(Acts 1971, No. 1513, p. 2609, §6.)Section 10-8-50

Section 10-8-50
(Repealed effective January 1, 2001) Admission or representation of partner as evidence against partnership.

An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by this chapter is evidence against the partnership.



(Acts 1971, No. 1513, p. 2609, §11.)Section 10-8-51

Section 10-8-51
(Repealed effective January 1, 2001) Notice or knowledge to one partner operates as notice to or knowledge of the partnership.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by, or with, the consent of that partner.



(Acts 1971, No. 1513, p. 2609, §12.)Section 10-8-52

Section 10-8-52
(Repealed effective January 1, 2001) Joint and several liability of partners.

All partners are liable:

(1) Jointly and severally for everything chargeable to the partnership under Sections 10-8-53 and 10-8-54; and

(2) Jointly and severally for all debts and obligations of the partnership, except as may be otherwise provided by law.



(Acts 1971, No. 1513, p. 2609, §15.)Section 10-8-53

Section 10-8-53
(Repealed effective January 1, 2001) Liability of partnership for partners' wrongful acts or omissions.

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his copartners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.



(Acts 1971, No. 1513, p. 2609, §13.)Section 10-8-54

Section 10-8-54
(Repealed effective January 1, 2001) Liability of partnership for breach of trust.

The partnership is bound to make good the loss:

(1) Where one partner, acting within the scope of his apparent authority, receives money or property of a third person and misapplies it; and

(2) Where the partnership, in the course of its business, receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.



(Acts 1971, No. 1513, p. 2609, §14.)Section 10-8-55

Section 10-8-55
(Repealed effective January 1, 2001) Liability of partner by estoppel.

(a) When a person, by words spoken or written or by conduct, represents himself, or consents to another representing him to anyone, as a partner in an existing partnership, or with one or more persons not actual partners, he is liable to any such person to whom such representation has been made who has, on the faith of such representation, given credit to the actual or apparent partnership; and if he has made such representation or consented to its being made in a public manner, he is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(1) When a partnership liability results, he is liable as though he were an actual member of the partnership.

(2) When no partnership liability results, he is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(b) When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actually partners, he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases, it is the joint act or obligation of the person acting and the persons consenting to the representation.



(Acts 1971, No. 1513, p. 2609, §16.)Section 10-8-56

Section 10-8-56
(Repealed effective January 1, 2001) Liability of partner for obligations arising before admission to partnership.

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred; except, that this liability shall be satisfied only out of partnership property.



(Acts 1971, No. 1513, p. 2609, §17.)Section 10-8-6

Section 10-8-6
(Repealed effective January 1, 2001) Construction of chapter.

(a) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.

(b) The law of estoppel shall apply under this chapter.

(c) The law of agency shall apply under this chapter.

(d) This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.

(e) This chapter shall not be construed so as to impair the obligations of any contract existing when the chapter goes into effect, nor to affect any action or proceedings begun or right accrued before this chapter takes effect.



(Acts 1971, No. 1513, p. 2609, §4.)Section 10-8-7

Section 10-8-7
(Repealed effective January 1, 2001) Certain statutes not affected by chapter.

(a) This chapter is not intended and shall not be construed to modify or affect Chapter 10 of this title.

(b) This chapter is not intended and shall not be construed to be inconsistent with Article 7 of Chapter 3 of Title 19.



(Acts 1971, No. 1513, p. 2609, §45.)Section 10-8-70

Section 10-8-70
(Repealed effective January 1, 2001) Presumptions as to partnership property.

(a) Property, whether real or personal, is presumed to be partnership property where:

(1) It is included as such in the agreement of partnership; or

(2) It is acquired in the partnership name.

(b) Property is presumed to be partnership property if it is purchased with partnership funds even though the title or other interest is acquired in the name of an individual partner or partners.

(c) Subject to subdivision (a) (1) of this section, where property is acquired in the name of an individual partner or partners without use of partnership funds, the property shall be presumed to be the separate property of that individual partner or partners even though the property was used for partnership purposes.

(d) Where property was partnership property under a predecessor partnership, the business of which was continued under a new reconstituted partnership, the presumption of subsection (c) of this section shall not be applicable, and whether such property is to be considered partnership property of the new partnership or the separate property of the surviving members of the predecessor partnership shall be determined on the basis of the intention of the parties.

(e) Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.



(Acts 1971, No. 1513, p. 2609, §8.)Section 10-8-71

Section 10-8-71
(Repealed effective January 1, 2001) Property rights of partners.

The property rights of a partner are:

(1) His rights in specific partnership property;

(2) His interest in the partnership; and

(3) His right to participate in the management.



(Acts 1971, No. 1513, p. 2609, §24.)Section 10-8-72

Section 10-8-72
(Repealed effective January 1, 2001) Co-ownership of specific partnership property; incidents of tenancy.

(a) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.

(b) The incidents of this tenancy are such that:

(1) A partner, subject to the provisions of this chapter and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes, but he has no right to possess such property for any other purpose without the consent of his partners.

(2) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.

(3) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.

(4) On the death of a partner his right in specific partnership property vests in the surviving partner or partners, except where the deceased was the last surviving partner, when his right in such property vests in his legal representative. Such surviving partner or partners, or the legal representative of the last surviving partner, has no right to possess the partnership property for any but a partnership purpose.

(5) A partner's right in specific partnership property is not subject to dower, curtesy, homestead rights or allowances to widows, heirs or next of kin.



(Acts 1971, No. 1513, p. 2609, §25.)Section 10-8-73

Section 10-8-73
(Repealed effective January 1, 2001) Conveyance of real property.

(a) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of subsection (a) of Section 10-8-49, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a transferee for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(b) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, transfers only the equitable interest in the property of that partner.

(c) Where title to partnership real property is in the name of one or more, but not all the partners and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property; but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of subsection (a) of Section 10-8-49 unless the purchaser, or his assignee, is a transferee for value without knowledge.

(d) Where the title to partnership real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of subsection (a) of Section 10-8-49.

(e) Where the title to partnership real property is in the names of all the partners a conveyance executed by all the partners passes all their rights in such property.



(Acts 1971, No. 1513, p. 2609, §10.)Section 10-8-90

Section 10-8-90
(Repealed effective January 1, 2001) "Dissolution" defined.

The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on, as distinguished from the winding up, of the business.



(Acts 1971, No. 1513, p. 2609, §29.)Section 10-8-91

Section 10-8-91
(Repealed effective January 1, 2001) Causes.

Dissolution is caused:

(1) Without violation of the agreement between the partners:

a. By the termination of the definite term or particular undertaking specified in the agreement;

b. By the express will of any partner when no definite term or particular undertaking is specified;

c. By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking; or

d. By the expulsion in good faith of any partner from the business in accordance with such a power conferred by the agreement between the partners;

(2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time; such dissolution is considered wrongful under this chapter;

(3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

(4) By the death of any partner, unless otherwise provided by agreement between the partners;

(5) By the bankruptcy of any partner or the partnership; or

(6) By order of court under Section 10-8-92.



(Acts 1971, No. 1513, p. 2609, §31.)Section 10-8-92

Section 10-8-92
(Repealed effective January 1, 2001) Order of court.

(a) On application by or for a partner, the court shall order a dissolution whenever:

(1) A partner has been declared in any judicial proceeding or is otherwise shown to be a person of unsound mind;

(2) A partner becomes in any other way incapable of performing his part of the partnership contract;

(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;

(4) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him;

(5) The business of the partnership can only be carried on at a loss; or

(6) Other circumstances render a dissolution equitable.

(b) The court shall order a dissolution on the application of the purchaser of a partner's interest under Sections 10-8-41 and 10-8-42:

(1) After the termination of the specified term of particular undertaking; or

(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.



(Acts 1971, No. 1513, p. 2609, §32.)Section 10-8-93

Section 10-8-93
(Repealed effective January 1, 2001) Partnership not terminated.

On dissolution, the partnership is not terminated, but continues until the winding up of partnership affairs is completed.



(Acts 1971, No. 1513, p. 2609, §30.)Section 10-8-94

Section 10-8-94
(Repealed effective January 1, 2001) Effect on authority of partners.

Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership as follows:

(1) With respect to the partners:

a. When the dissolution is not by the act, bankruptcy or death of a partner; or

b. When the dissolution is by such act, bankruptcy or death of a partner, in cases where Section 10-8-100 so requires.

(2) With respect to persons not partners, as declared in Section 10-8-95.



(Acts 1971, No. 1513, p. 2609, §33.)Section 10-8-95

Section 10-8-95
(Repealed effective January 1, 2001) Binding of partnership by partner after dissolution.

(a) After dissolution, a partner can bind the partnership, except as provided in subsection (c) of this section:

(1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; or

(2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

a. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

b. Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.

(b) The liability of a partner under subdivision (a) (2) of this section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

(1) Unknown as a partner to the person with whom the contract is made; and

(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

(c) The partnership is in no case bound by any act of a partner after dissolution:

(1) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;

(2) Where the partner has become bankrupt; or

(3) Where the partner has no authority to wind up partnership affairs, except by a transaction with one who:

a. Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority; or

b. Had not extended credit to the partnership prior to dissolution, and, having no knowledge or notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in paragraph (a) (2) b of this section.

(d) Nothing in this section shall affect the liability under Section 10-8-55 of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.



(Acts 1971, No. 1513, p. 2609, §35.)Section 10-8-96

Section 10-8-96
(Repealed effective January 1, 2001) Right to wind up affairs.

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; provided, that any partner, his legal representative or his assignee, upon cause shown, may obtain winding up by the court.



(Acts 1971, No. 1513, p. 2609, §37.)Section 10-8-97

Section 10-8-97
(Repealed effective January 1, 2001) Rights of partners regarding partnership property.

(a) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his copartners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge its liabilities, and the remainder, if any, applied to pay the net amount owing to the respective partners. But if dissolution is caused by expulsion in good faith of a partner, under the partnership agreement, and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under subsection (b) of Section 10-8-101, he shall receive only the net amount due him from the partnership.

(b) When dissolution is caused in contravention of the partnership agreement, the rights of the partners shall be as follows:

(1) Each partner who has not caused dissolution wrongfully shall have:

a. All the rights specified in subsection (a) of this section; and

b. The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(2) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so during the agreed term for the partnership and, for that purpose, may possess the partnership property, provided they secure the payment by bond approved by the court or pay to any partner who has caused the dissolution wrongfully the value of his interest in the partnership at the dissolution, less any damages recoverable under paragraph (b) (1) b of this section, and in like manner indemnify him against all present or future partnership liabilities.

(3) A partner who has caused the dissolution wrongfully shall have:

a. If the business is not continued under the provisions of subdivision (b) (2) of this section, all the rights of a partner under subsection (a) of this section, subject to paragraph (b) (1) b of this section.

b. If the business is continued under subdivision (b) (2) of this section, the right as against his copartners, and all claiming through them in respect of their interests in the partnership to have the value of his interest in the partnership, less any damages caused to his copartners by the dissolution, ascertained and paid to him in cash or the payment secured by bond approved by the court and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the goodwill of the business shall not be considered.



(Acts 1971, No. 1513, p. 2609, §38.)Section 10-8-98

Section 10-8-98
(Repealed effective January 1, 2001) Partner's right to account of interest in partnership.

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners, the surviving partners or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the contrary.



(Acts 1971, No. 1513, p. 2609, §43.)Section 10-8-99

Section 10-8-99
(Repealed effective January 1, 2001) Distribution of assets and liabilities; contribution.

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(1) The assets of the partnership are:

a. The partnership property; and

b. The contributions of the partners necessary for the payment of all the liabilities specified in subdivision (2) of this section.

(2) The liabilities of the partnership shall rank in order of payment as follows:

a. Those owing to creditors other than partners;

b. Those owing to partners other than for capital and profits;

c. Those owing to partners in respect of capital; and

d. Those owing to partners in respect of profits.

(3) The assets shall be applied in the order of their declaration in subdivision (1) of this section to the satisfaction of the liabilities.

(4) The partners shall contribute, as provided by subdivision (1) of Section 10-8-43, the amount necessary to satisfy the liabilities; but if any, though not all, of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in subdivision (4) of this section.

(6) Any partner or his legal representative shall have the right to enforce the contributions specified in subdivision (4) of this section, to the extent of the amount which he has paid in excess of his share of the liability.

(7) The individual property of a deceased partner shall be liable for the contributions specified in subdivision (4) of this section.

(8) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.

(9) Where a partner has become bankrupt or his estate is insolvent, the claims against his separate property shall rank in the following order:

a. Those owing to separate creditors;

b. Those owing to partnership creditors; and

c. Those owing to partners by way of contribution.



(Acts 1971, No. 1513, p. 2609, §40.)

USA Statutes : alabama